Back-to-Back Letter of Credit Sample Clauses

Back-to-Back Letter of Credit. The Originator will cause to be issued and delivered to GECC, as Administrative Agent for the benefit of the LC Lenders, a letter of credit issued by Citibank, N.A., as the letter of credit issuing bank under the DIP Credit Agreement, in form and substance conforming to the form attached hereto as Exhibit A (the “Back-to-Back LC”) in the face amount of $107,930,304.30. GECC’s receipt of the Back-to-Back LC shall be deemed to satisfy the requirement under Section 2.8 of the Credit Agreement to cash collateralize the Letters of Credit. The SPE Borrower, the Parent and the Originator hereby covenant to the Administrative Agent that they will use commercially reasonable efforts to replace the outstanding Letters of Credit as soon as practicable. GECC agrees not to draw on the Back-to-Back LC (i) with respect to any amount representing the Administration Fee (as defined in the Back-to-Back LC) unless the SPE Borrower, the Originator or the Parent has failed to pay such Administration Fee on the date due in accordance with Exhibit B hereto and (ii) with respect to any other amount (other than Reimbursement Obligations arising from a drawing under a Letter of Credit) unless the SPE Borrower, the Originator or the Parent has failed to pay such amount on or before the first Business Day following the Business Day on which GECC invoices the SPE Borrower (with a copy to the Originator and the Parent) for such amount.
Sample 1
AutoNDA by SimpleDocs

Related to Back-to-Back Letter of Credit

  • Letter of Credit Payments If any draft shall be presented for payment under any Letter of Credit, the Issuing Lender shall promptly notify the Borrower of the date and amount thereof. The responsibility of the Issuing Lender to the Borrower in connection with any draft presented for payment under any Letter of Credit shall, in addition to any payment obligation expressly provided for in such Letter of Credit, be limited to determining that the documents (including each draft) delivered under such Letter of Credit in connection with such presentment are substantially in conformity with such Letter of Credit.

  • Letter of Credit Upon execution of this Lease, Tenant shall deliver to Landlord a clean, irrevocable letter of credit (the “Letter of Credit”) established in Landlord’s (and its successors’ and assigns’) favor in the Letter of Credit Amount, issued by a federally insured banking or lending institution (i.e., insured by the FDIC) with a retail banking branch located within the continental United States reasonably acceptable to Landlord and in other form and substance reasonably acceptable to Landlord. The Letter of Credit shall specifically provide for partial draws, shall be self-renewing annually as an “Evergreen” letter of credit, without amendment, for additional one-year periods, shall have a term that is self-renewing until sixty (60) days after the expiration of the Term of the Lease and shall by its terms be transferable by the beneficiary thereunder for a transfer fee not to exceed $250.00 payable by Tenant. If Tenant fails to make any payment of rent or other charges due to Landlord under the terms of the Lease, or otherwise defaults hereunder, beyond any applicable notice and cure period, Landlord, at Landlord’s option, may make a demand for payment under the Letter of Credit in an amount equal to the amounts then due and owing to Landlord under the Lease. In the event that Landlord draws upon the Letter of Credit, Tenant shall present to Landlord a replacement Letter of Credit in the full Letter of Credit Amount satisfying all of the terms and conditions of this Section within ten (10) days after receipt of notice from Landlord of such draw. Tenant’s failure to do so within such 10-day period will constitute a default hereunder (Tenant hereby waiving any additional notice and grace or cure period), and upon such default Landlord shall be entitled to immediately exercise all rights and remedies available to it hereunder, at law or in equity. In the event that the Letter of Credit is terminated by the issuer thereof prior to the date that is sixty (60) days after the expiration date of this Lease, as set forth above, and Tenant has not presented to Landlord a replacement Letter of Credit which complies with the terms and conditions of the Lease on or before thirty (30) days prior to the expiration date of any such Letter of Credit then held by Landlord, then Tenant shall be deemed in default hereunder and Landlord, in addition to all other rights and remedies provided for hereunder, shall have the right to draw upon the Letter of Credit then held by Landlord and any such amount paid to Landlord by the issuer of the Letter of Credit shall be held in a segregated account by Landlord as security for the performance of Tenant’s obligations hereunder. Any interest earned on such amounts shall be the property of Landlord. Landlord’s election to draw under the Letter of Credit and to hold the proceeds of the drawing under the Letter of Credit in a segregated account shall not be deemed a cure of any default by Tenant hereunder and shall not relieve Tenant from its obligation to present to Landlord a replacement Letter of Credit which complies with the terms and conditions of this Lease. Tenant acknowledges that any proceeds of a draw made under the Letter of Credit and thereafter held in a segregated account by Landlord may be used by Landlord to cure or satisfy any obligation of Tenant hereunder as if such proceeds were instead proceeds of a draw made under a Letter of Credit that remained outstanding and in full force and effect at the time such amounts are applied by Landlord to cure or satisfy any such obligation of Tenant. Tenant hereby affirmatively disclaims any interest Tenant has, may have, claims to have, or may claim to have in any proceeds drawn by Landlord under the Letter of Credit and held in accordance with the terms hereof. Without limiting the generality of the foregoing, Tenant expressly acknowledges and agrees that at the end of the Term of the Lease (whether by expiration or earlier termination hereof), and if Tenant is not then in default under this Lease, Landlord shall return to the issuer of the Letter of Credit or its successor (or as such issuer may direct in writing) any remaining and unapplied proceeds of any prior draws made under the Letter of Credit, and Tenant shall have no rights, residual or otherwise, in or to such proceeds. In addition to the foregoing, Landlord will have the right to require Tenant to have a new Letter of Credit issued in accordance with the above requirements from a different Issuer if either the original Issuer is placed on an FDIC “watch list”, if the FDIC or similar state or federal banking regulatory agency is appointed as receiver or conservator for such Issuer or if Landlord analyzes such Issuer’s capitalization, asset quality, earnings, and/or liquidity and in Landlord’s sole and absolute discretion, disapproves of such Issuer’s financial wherewithal and ability to remain as the issuer of the Letter of Credit. Such new Letter of Credit must comply with the foregoing requirements and must be issued within thirty (30) days of Landlord’s demand therefor. Provided Tenant is not then in default (regardless of any notice and cure periods) and has not been in default under this Lease beyond any applicable notice and cure periods during the prior twelve (12) months, the Letter of Credit Amount shall reduce during the Term of this Lease on the first date of the respective Lease Year as set forth below: Date of Reduction Amount of Reduction of Letter of Credit Remaining Letter of Credit Amount after Reduction First day of the 2nd Lease Year of the Term $ 13,148.44 $ 52,593.76 First day of the 3rd Lease Year of the Term $ 13,148.44 $ 39,445.32 First day of the 4th Lease Year of the Term $ 13,148.44 $ 26,296.88 First day of the 5th Lease Year of the Term $ 13,148.44 $ 13,148.44 Should Tenant be in default (regardless of any notice and cure periods) as of the specified reduction date, or if Tenant otherwise has been in default as specified above beyond any applicable notice and/or cure periods, no reduction shall occur as of such applicable date. The Letter of Credit shall specifically provide that the Letter of Credit is subject to reduction in accordance with the terms of the Lease. If Tenant is then or has been in default and the Letter of Credit balance is not or was not reduced, then at the first date of the next scheduled reduction Lease Year, the Letter of Credit Amount will only be reduced by the next scheduled reduction amount and will not skip to the otherwise applicable Lease Year.

  • Letter of Credit Fees The Borrower shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance, subject to Section 2.16 with its Applicable Revolving Credit Percentage a Letter of Credit fee (the “Letter of Credit Fee”) for each Letter of Credit equal to the Applicable Rate times the daily amount available to be drawn under such Letter of Credit. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.06. Letter of Credit Fees shall be (i) due and payable on the first Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand and (ii) computed on a quarterly basis in arrears. If there is any change in the Applicable Rate during any quarter, the daily amount available to be drawn under each Letter of Credit shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. Notwithstanding anything to the contrary contained herein, upon the request of the Required Revolving Lenders, while any Event of Default exists, all past due Letter of Credit Fees shall accrue at the Default Rate.

  • Letter of Credit Fees, Etc (i) The Borrower shall pay to the Administrative Agent for the account of each Working Capital Lender a commission, payable in arrears quarterly on the first day of each July, October, January and April, commencing July 1, 1996, and on the earliest to occur of the full drawing, expiration, termination or cancellation of any Letter of Credit and on the Termination Date, on such Lender's Pro Rata Share of the average daily aggregate Available Amount during such quarter of all Letters of Credit outstanding from time to time at a rate per annum equal to the Applicable Margin for Eurodollar Rate Advances in effect from time to time.

  • Letter of Credit Facility Subject to the terms hereof, Issuing Lender will, from time to time and for its own account and not on behalf of the Lenders, upon request by Borrower, issue one or more Letters of Credit for the account of Borrower, provided that (i) the aggregate face amount of such Letters of Credit (including the amount of the requested Letter of Credit but exclusive of the SBID Letter of Credit) does not exceed $500,000, and (ii) each Letter of Credit shall have an expiration date no later than one year from issuance or the Maturity Date. If the requested Letter of Credit will be an extension of the SBID Letter of Credit, such SBID Letter of Credit shall not be in an amount greater than the lesser of (i) $1,105,743.00 or (ii) the Borrowing Base minus the aggregate principal amount of all Revolving Loans. As an additional condition to the issuance of any Letter of Credit, Borrower shall execute and deliver Issuing Lender's customary Letter of Credit application and shall pay to Issuing Lender for its account only a Letter of Credit fee, payable quarterly in advance, beginning with the date of issuance and each January 1, April 1, July 1 and October 1 thereafter, in an amount equal to the greater of (i) $500.00 or (ii) one and one-quarter percent (1.25%) per annum (pro-rated for periods of less than one year) of the unfunded face amount thereof. Such Letter of Credit shall be issued in form satisfactory to Issuing Lender. The amount, if any, from time to time drawn by the beneficiary of a Letter of Credit shall be reimbursed and paid by Borrower to Issuing Lender ON DEMAND, or, at Issuing Lender's option, charged as a Revolving Loan to Borrower pursuant to SECTION 2.1(a), whether or not Borrower would then be entitled to an Advance for such amount pursuant to SECTION 2.1(a); Lenders are authorized to make any such Loan on the request of Issuing Lender; provided, however, if such Loan would cause the aggregate amount of the Loans then outstanding (including the Loan to be made with respect to the reimbursement of the Letter of Credit) to exceed the Borrowing Base, the amount of such Loan equal to such excess shall be made solely by the Lender who is also the Issuing Lender. The reimbursement obligations and all other obligations of Borrower to Issuing Lender with respect to all Letters of Credit shall be secured by Liens in the Collateral that rank PARI PASSU with the Liens of the Lenders in the Collateral; accordingly each Dollar realized on the Collateral and the proceeds thereof shall be shared by the Lenders, on the one hand, and the Issuing Lender, on the other hand, in the proportion that the Obligations (determined without inclusion of any Letter of Credit Exposure) and the Letter of Credit Exposure bears to one another; provided, however, in determining the Letter of Credit Exposure of the Issuing Lender, all Letter of Credit Exposure, contingent or otherwise, shall be included in any calculation; provided, further, that if the Issuing Lender receives any proceeds of Collateral on account of any Letter of Credit which, at the time of receipt of the proceeds, may still be drawn upon and which thereafter expires without being drawn upon, then such proceeds shall be reallocated among the Lenders and the Issuing Lender on the basis of a new determination of Obligations and Letter of Credit Exposure. Prior to such reallocation or the application of such proceeds to unpaid reimbursement obligations of Borrower to Issuing Lender, Issuing Lender shall hold such proceeds in an interest bearing cash collateral account (the "CASH COLLATERAL ACCOUNT") which shall be in the name of and under the sole dominion and control of Issuing Lender for the benefit of itself and Lenders pursuant to the terms hererof. Borrower agrees to execute and deliver to Issuing Lender such documentation with respect to the Cash Collateral Account as Issuing Lender may request and hereby pledges and grants to Issuing Lender, for the benefit of Issuing Lender and Lenders, a security interest in all such proceeds and funds held in the Cash Collateral Account from time to time and all interest thereon, claims and choses in action in respect thereof, and the proceeds thereof, as additional security for the payment of all amounts due in respect of the Letter of Credit Exposure, whether or not then due, and all other Obligations.

  • Letter of Credit Fee Borrowers shall pay Agent (for the ratable benefit of the Revolving Lenders), a Letter of Credit fee (the “Letter of Credit Fee”) (which fee shall be in addition to the fronting fees and commissions, other fees, charges and expenses set forth in Section 2.11(k)) that shall accrue at a per annum rate equal to the LIBOR Rate Margin times the undrawn amount of all outstanding Letters of Credit.

  • Letter of Credit Amounts Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the stated amount of such Letter of Credit in effect at such time; provided, however, that with respect to any Letter of Credit that, by its terms or the terms of any Issuer Document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time.

  • Letter of Credit Obligations In the event any Letters of Credit are outstanding at the time that the Revolving Loan Commitment is terminated, Borrower shall deposit with Agent for the benefit of all Revolving Lenders cash in an amount equal to 105% of the aggregate outstanding Letter of Credit Obligations to be available to Agent to reimburse payments of drafts drawn under such Letters of Credit and pay any Fees and expenses related thereto.

  • Letter of Credit Collateral Account (a) As collateral security for the prompt payment in full when due of all Letter of Credit Liabilities and the other Obligations, the Borrower hereby pledges and grants to the Administrative Agent, for the ratable benefit of the Administrative Agent, the Issuing Bank and the Lenders as provided herein, a security interest in all of its right, title and interest in and to the Letter of Credit Collateral Account and the balances from time to time in the Letter of Credit Collateral Account (including the investments and reinvestments therein provided for below). The balances from time to time in the Letter of Credit Collateral Account shall not constitute payment of any Letter of Credit Liabilities until applied by the Issuing Bank as provided herein. Anything in this Agreement to the contrary notwithstanding, funds held in the Letter of Credit Collateral Account shall be subject to withdrawal only as provided in this Section.

  • Letter of Credit Draw If (1) the Trustee shall have delivered a Demand Notice as provided in Section 3.5(b)(iii) of this Series Supplement and Hertz shall have failed to pay to the Trustee or deposit into the Series 2009-1 Distribution Account the amount specified in such Demand Notice in whole or in part by 12:00 noon (New York City time) on the Business Day following the making of the Demand Notice, (2) due to the occurrence of an Event of Bankruptcy (or the occurrence of an event described in clause (a) of the definition thereof, without the lapse of a period of 60 consecutive days) with respect to Hertz, the Trustee shall not have delivered such Demand Notice to Hertz or (3) there is a Preference Amount, the Trustee shall draw on the Series 2009-1 Letters of Credit, if any, by 12:00 p.m. (New York City time) on such Business Day in an amount equal to the lesser of (A) the amount that Hertz failed to pay under the Series 2009-1 Demand Note, the amount that the Trustee failed to demand for payment thereunder or the Preference Amount, as the case may be; and (B) the Series 2009-1 Letter of Credit Amount on such Business Day, by presenting to each Series 2009-1 Letter of Credit Provider a draft accompanied by a Series 2009-1 Certificate of Unpaid Demand Note Demand or, in the case of a Preference Amount, a Series 2009-1 Certificate of Preference Payment Demand; provided, however that if the Series 2009-1 Cash Collateral Account has been established and funded, the Trustee shall withdraw from the Series 2009-1 Cash Collateral Account and deposit in the Series 2009-1 Distribution Account an amount equal to the lesser of (x) the Series 2009-1 Cash Collateral Percentage on such Business Day of the lesser of the amounts set forth in clause (A) and (B) above and (y) the Series 2009-1 Available Cash Collateral Account Amount on such Business Day and draw an amount equal to the remainder of such amount on the Series 2009-1 Letters of Credit. The Trustee shall deposit, or cause the deposit of, the proceeds of any such draw on the Series 2009-1 Letters of Credit and the proceeds of any such withdrawal from the Series 2009-1 Cash Collateral Account into the Series 2009-1 Distribution Account and such proceeds shall be treated as Principal Collections.

Time is Money Join Law Insider Premium to draft better contracts faster.